RF Acquisition Corp II Announces Business Combination Agreement

TL;DR

RF Acquisition Corp II is merging with an unnamed company, details on unregistered equity issuance filed.

AI Summary

RF Acquisition Corp II announced on May 23, 2024, that it entered into a Business Combination Agreement on May 16, 2024, with an unnamed target company. The agreement outlines the terms for a merger, which will result in the target company becoming a wholly-owned subsidiary of RF Acquisition Corp II. The filing also details the issuance of unregistered equity securities in connection with this transaction.

Why It Matters

This filing signals a significant step towards a merger for RF Acquisition Corp II, potentially leading to a change in its business operations and structure once the target company is identified and the combination is finalized.

Risk Assessment

Risk Level: medium — The risk level is medium due to the announcement of a business combination agreement, which involves inherent uncertainties in completion and integration, and the mention of unregistered equity securities.

Key Players & Entities

• RF Acquisition Corp II (company) — Registrant
• May 23, 2024 (date) — Date of Report
• May 16, 2024 (date) — Date of earliest event reported (Business Combination Agreement)

FAQ

Key Financial Figures

• $0.0001 — Market LLC Ordinary Shares, par value $0.0001 per share RFAI The Nasdaq Stock Mar
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
• $100,000,000 — per Unit, generating gross proceeds of $100,000,000. Simultaneously with the consummation
• $4,000,000 — ment Unit, generating total proceeds of $4,000,000. The Private Placement Units were purch
• $15,000,000 — per Unit, generating gross proceeds of $15,000,000. In connection with this sale, Alfa 24
• $375,000 — e Company, generating gross proceeds of $375,000. The issuance of the additional Private
• $115,575,000 — d. As of May 23, 2024, an aggregate of $115,575,000 has been deposited in the trust account

Filing Documents

• rfacq2_8k.htm (8-K) — 36KB
• rfacq2_ex99-1.htm (EX-99.1) — 111KB
• 0001829126-24-003792.txt ( ) — 391KB
• rfa-20240516.xsd (EX-101.SCH) — 4KB
• rfa-20240516_def.xml (EX-101.DEF) — 27KB
• rfa-20240516_lab.xml (EX-101.LAB) — 37KB
• rfa-20240516_pre.xml (EX-101.PRE) — 25KB
• rfacq2_8k_htm.xml (XML) — 7KB

02. Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sale of Equity Securities. The information provided in Item 8.01 of this Form 8-K is incorporated by reference into this Item 3.02.

01. Other Events

Item 8.01. Other Events. On May 21, 2024, RF Acquisition Corp II (the " Company ") consummated the initial public offering (" IPO ") of 10,000,000 of its units (" Units "). Each Unit consists of one ordinary share, $.0001 par value (" Ordinary Shares "), of the Company and one right (" Rights "), each Right entitling the holder thereof to receive one-twentieth of one ordinary share upon the completion of the Company's initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000. Simultaneously with the consummation of the IPO, the Company consummated the private placement (" Private Placement ") of 400,000 units (" Private Placement Units ") at a price of $10.00 per Private Placement Unit, generating total proceeds of $4,000,000. The Private Placement Units were purchased by Alfa 24 Limited, the Company's sponsor, and EarlyBirdCapital, Inc., the representative of the underwriters in the IPO. The Private Placement Units are identical to the Units included in the Units sold in the IPO. The purchasers of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units or Ordinary Shares or Rights underlying the Private Placement Units (except to certain transferees) until after the completion of the Company's initial business combination. An audited balance sheet as of May 21, 2024 reflecting receipt of the proceeds received by the Company in connection with the consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release issued by the Company announcing the consummation of the IPO and Private Placement is included as Exhibit 99.2 to this Current Report on Form 8-K. On May 23, 2024, the underwriters exercised their over-allotment option in full to purchase an additional 1,500,000 Units. As a result, on May 23, 2024, the Company sold an ad

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits EXHIBIT INDEX Exhibit No. Description 99.1 Audited Balance Sheet as of May 21, 2024. 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RF ACQUISITION CORP II By: /s/ Tse Meng Ng Name: Tse Meng Ng Title: Chief Executive Officer Dated: May 28, 2024 2

View Full Filing

View this 8-K filing on SEC EDGAR